<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
Huntco Inc.
--------------
(Name of Registrant as Specified In Its Charter)
-------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
_________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
_________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_________________________________________________________________
5) Total fee paid:
_________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:__________________________________________
2) Form, Schedule or Registration Statement No.:____________________
3) Filing Party:____________________________________________________
4) Date Filed:______________________________________________________
HUNTCO INC.
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 6, 1999
To the Shareholders:
The Annual Meeting of Shareholders of Huntco Inc. (the "Company"), a Missouri
corporation, will be held at Forest Hills Country Club, located at 36 Forest
Club Drive, Chesterfield, Missouri 63005, on Thursday, May 6, 1999, at 10:00
a.m., local time, for the following purposes:
1. To elect two directors; and
2. To transact such other business as may properly come before the meeting
and all adjournments thereof.
The Board of Directors has fixed the close of business on March 22, 1999 as
the record date for the determination of the shareholders entitled to notice
of, and to vote at, the Annual Meeting and all adjournments thereof.
By order of the Board of Directors
ANTHONY J. VERKRUYSE
Vice President, Secretary & Treasurer
April 16, 1999
Even if you expect to attend the meeting in person, please mark, date and sign
the enclosed proxy and return it in the enclosed return envelope, which does
not require postage if mailed in the United States. Shareholders who attend
the meeting may revoke their proxies and vote in person if they desire.
<PAGE>
HUNTCO INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
The enclosed proxy is solicited on behalf of the Board of Directors of Huntco
Inc. (the "Company") for use at the Annual Meeting of its shareholders (the
"Annual Meeting") to be held May 6, 1999 at 10:00 a.m. local time at Forest
Hills Country Club, located at 36 Forest Club Drive, Chesterfield, Missouri
63005. If the proxy is executed and returned to the Company, it nevertheless
may be revoked at any time before it is exercised either by written notice to
the Secretary of the Company or by attending the Annual Meeting and voting in
person. If no contrary instructions are indicated on the proxy, the proxy
will be voted FOR the election of the two nominees named herein as directors.
If matters other than the election of directors properly come before the
Annual Meeting, the proxy will be voted by the persons named therein in a
manner which they consider to be in the best interests of the Company.
The Company's principal executive offices are located at 14323 South Outer
Forty, Suite 600 N., Town & Country, Missouri 63017. This Proxy Statement and
the accompanying form of proxy are first being sent to shareholders on or
about April 16, 1999.
VOTING, VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
-------------------------------------------------------
GENERAL
Only the holders of record of the Company's Class A Common Stock, $.01 par
value per share (the "Class A Shares") and of the Company's Class B Common
Stock, par value $.01 per share (the "Class B Shares") (collectively, the
"Common Stock"), as of the close of business on March 22, 1999, will be
entitled to notice of, and to vote, either in person or by proxy, at the
Annual Meeting and all adjournments thereof. At the close of business on March
22, 1999, 5,292,000 and 3,650,000 Class A Shares and Class B Shares,
respectively, were issued and outstanding. Each Class A Share is entitled to
one vote per share, and each Class B Share is entitled to ten votes per share,
on all matters to be submitted to the vote of the shareholders. Therefore,
the holders of Class A Shares and the Class B Shares are entitled to 5,292,000
and 36,500,000 votes, respectively.
The Class A Shares and the Class B Shares vote as a single class in the
election of directors. A majority of the aggregate of the outstanding Class A
Shares and the Class B Shares which are present in person or represented by
proxy and entitled to vote will constitute a quorum for the transaction of
business at the Annual Meeting. Shares represented by proxies or ballots
which are marked to "withhold authority" with respect to the election of any
one or more nominees for election as directors will be counted for purposes of
determining the presence or absence of a quorum for the transaction of
business at the Annual Meeting. Because the form of proxy states how shares
will be voted in the absence of instructions by the shareholder, executed
proxies bearing no instructions will be counted as present for quorum
purposes.
Under the law of Missouri, the state in which the Company is incorporated, the
affirmative vote of a majority of the aggregate number of votes represented by
the Class A Shares and the Class B Shares which are present in person or
represented by proxy at a meeting at which a quorum is present is required to
elect directors. Because a director must receive a majority of the votes cast
to be elected, even if such director otherwise received a plurality, proxies
or ballots marked to "withhold authority" in the election of directors have
the same effect as a vote against such nominee or nominees.
As a practical matter, the act of withholding a vote for one or more of the
Board's nominees, or the act of writing in the name of one or more other
candidates for election to the Board, will have no effect in the election of
directors. Huntco Acquisitions Holding, Inc. ("Acquisitions") and Huntco
Farms, Inc. ("Farms"), both of which are owned and controlled by the Company's
Chairman of the Board and Chief Executive Officer and which collectively
control 87.4% of the total Company vote by virtue of their ownership of all of
the Company's issued and outstanding Class B Shares, have indicated their
intent to vote for the Board of Directors' slate of nominees.
HOLDINGS OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS
The table below indicates certain information as of March 22, 1999 regarding
the beneficial ownership of the Class A Shares and the Class B Shares by (i)
each director of the Company, including the nominees for election as
directors, (ii) each executive officer (and a former executive officer) named
in the Summary Compensation Table, including the Company's Chairman of the
Board and Chief Executive Officer, (iii) companies owned and controlled by the
Company's Chairman of the Board and Chief Executive Officer, and (iv) all
executive officers and directors of the Company as a group.
<TABLE>
<CAPTION>
Number of Number of Percent of Total<F1>
Class A Class B ------------------- Percent of Total
Name Shares Shares Class A Class B Voting Power<F2>
- ---- ------ ------ ------- ------- ----------------
<S> <C> <C> <C> <C> <C>
B.D. Hunter<F3><F4> 132,000<F5> 3,650,000 2.5% 100.0% 87.4%
Huntco Acquisitions
Holding, Inc.<F3><F4> - 3,145,000 - 86.2% 75.3%
Huntco Farms, Inc.<F3><F4> - 505,000 - 13.8% 12.1%
Robert J. Marischen<F4> 191,308<F7> - 3.5% - <F6>
Terry J. Heinz 25,047<F8> - <F6> - <F6>
Donald E. Brandt 4,410<F9> - <F6> - <F6>
James J. Gavin, Jr. 73,000<F10> - 1.4% - <F6>
Michael M. McCarthy 60,500<F11> - 1.1% - <F6>
All executive officers
and directors as a
group (6 persons)<F12> 449,265<F13> 3,650,000 8.2% 100.0% 88.0%
<FN>
<F1> The percent of ownership of Class A Shares and Class B Shares has been calculated in
accordance with the rules promulgated by the Securities and Exchange Commission (the "SEC"). The
numerator is comprised of the number of Class A Shares or Class B Shares, as appropriate, owned
by the individual or entity (including, with respect to the Class A Shares, the number of Class A
Shares issuable upon exercise of stock options granted under the Huntco Inc. 1993 Incentive Stock
Plan (the "1993 Plan") which are currently exercisable or which will become exercisable within
sixty days of March 22, 1999). The denominator is comprised of the number of shares represented
by all of the issued and outstanding shares of that class (including, with respect to the Class A
Shares, the number of Class A Shares issuable upon exercise of stock options granted under the
1993 Plan which are currently exercisable or will be exercisable within sixty days of March 22,
1999, awarded to such individual, but excluding the number of Class A Shares issuable upon
exercise of options granted to any other individual).
<F2> The percent of total voting power has also been calculated in accordance with the rules
promulgated by the SEC. The numerator is comprised of the number of votes appertaining to each
share of Common Stock owned by the individual or entity (plus the number of votes represented by
the Class A Shares issuable upon exercise of stock options granted under the 1993 Plan which are
currently exercisable or which will become exercisable within sixty days of March 22, 1999). The
denominator is comprised of the number of votes represented by all of the issued and outstanding
shares of Common Stock plus the number of votes represented by the Class A Shares issuable upon
exercise of stock options granted under the 1993 Plan which are currently exercisable or which
will become exercisable within sixty days of March 22, 1999) awarded to such individual, but
excluding the votes represented by the Class A Shares issuable upon exercise of options granted
to any other individual.
<F3> Mr. B. D. Hunter, the Company's Chairman of the Board and Chief Executive Officer, owns
all of the outstanding preferred stock of Huntco Enterprises, Inc. ("Huntco Enterprises"), which,
in conjunction with the shares of common stock over which he shares voting control as trustee of
various Trusts (as defined below), gives him substantially all of the voting control of that
entity. Huntco Enterprises is the ultimate parent company of Farms and Acquisitions.
Substantially all of the remaining shares of Farms and Acquisitions are owned by other persons or
trusts with whom Mr. Hunter is affiliated. Therefore, Mr. Hunter has or shares voting control
with respect to substantially all of the Class B Shares owned by Acquisitions and Farms. In
connection with loans made to Acquisitions and Farms by certain commercial lenders, Acquisitions
and Farms pledged all of the Class B Shares owned by each, along with other collateral, to those
banks as security for the loans. If Acquisitions and Farms were to default under the loans, the
banks could compel Acquisitions and Farms to convert the pledged Class B Shares into Class A
Shares and the banks could thereafter foreclose on the shares and attempt to sell them. If this
were to occur, it is possible that none of Mr. Hunter, Enterprises, the Trusts, the
Grandchildren's Trusts, Acquisitions or Farms would possess voting control of the Company. The
business addresses of Mr. Hunter, Farms and Acquisitions is 14323 S. Outer Forty, Suite 600 N.,
Town & Country, Missouri 63017.
<F4> Mr. B. D. Hunter and Mr. Robert J. Marischen are co-trustees of certain trusts created
by Mr. Hunter for the benefit of his children (the "Trusts"). Mr. Marischen and another
individual are co-trustees of certain trusts for the benefit of Mr. Hunter's grandchildren (the
"Grandchildren's Trusts"). The Trusts and the Grandchildren's Trusts own substantially all of
the common stock of Huntco Enterprises. Under the terms of the Trusts and the Grandchildren's
Trusts, the co-trustees must approve the voting and investment decisions with respect to shares
held by the Trusts and the Grandchildren's Trusts. Accordingly, Messrs. Hunter and Marischen
share voting and investment power over the 3,650,000 Class B Shares owned by Farms and
Acquisitions. Additionally, Mr. Hunter owns all of the outstanding preferred stock of Huntco
Enterprises which, in conjunction with the shares of common stock over which he shares voting
control as trustee of the Trusts, gives him substantially all of the voting control of that
entity. Mr. Marischen disclaims beneficial ownership of the Class B Shares owned by Farms and
Acquisitions, and these Class B Shares are not reflected in the table herein as being
beneficially owned by Mr. Marischen.
<F5> Sole voting and investment power over 95,000 Class A Shares, which includes 35,000 Class
A Shares issuable upon exercise of stock options granted under the 1993 Plan. Does not include
95,000 Class A Shares underlying stock options granted under the 1993 Plan which are not
currently exercisable. Shared voting and investment power over 37,000 Class A Shares owned by a
corporation of which Mr. Hunter is the owner of 49% of the issued and outstanding voting capital
stock and of which Mr. Marischen is the owner of 51% of the issued and outstanding voting capital
stock. Due to the nature of the professional relationship between Messrs. Hunter and Marischen,
these 37,000 Class A Shares are deemed to be owned by each of them.
<F6> Less than 1%.
<F7> Sole voting and investment power over 150,144 Class A Shares, which includes 140,000
Class A Shares issuable upon exercise of stock options granted to Mr. Marischen under the 1993
Plan. Does not include 90,000 Class A Shares underlying stock options granted under the 1993
Plan which are not currently exercisable. Shared voting and investment power over 37,411 Class A
Shares. Of these Class A Shares, 37,000 are the Class A Shares owned by the company which is
owned by Messrs. Marischen and Hunter described with more particularity in Note 5 above. The
remaining 411 Class A Shares over which Mr. Marischen is deemed to share voting and investment
power are held in Mr. Marischen's spouse's IRA. Mr. Marischen maintains 3,753 Class A Shares in
his account in the Huntco Inc. 401(k) Retirement Savings Plan (the "Retirement Savings Plan").
Mr. Marischen and two other Company employees are co-trustees of a trust (the "401(k) Trust")
established for the purpose of holding and investing assets of the Retirement Savings Plan. The
trustees make voting decisions with respect to the Class A Shares held by the 401(k) Trust.
Therefore, Mr. Marischen has shared voting power over a total of 66,969 Class A Shares owned by
the 401(k) Trust, although he disclaims beneficial ownership of the Class A Shares owned by that
trust except for the 3,753 Class A Shares allocated to his account in the Retirement Savings Plan
noted above.
<F8> Sole voting and investment power over 5,047 Class A Shares. Shared voting and
investment power over 20,000 Class A Shares held in a general partnership of which Mr. Heinz has
a one-third interest.
<F9> Sole voting and investment power over 4,410 Class A Shares which includes 2,000 Class A
Shares issuable upon exercise of stock options granted to Mr. Brandt under the 1993 Plan. Does
not include 6,500 Class A Shares underlying stock options granted under the 1993 Plan which are
not currently exercisable.
<F10> Sole voting and investment power over 73,000 Class A Shares which includes 2,000 Class A
Shares issuable upon exercise of stock options granted to Mr. Gavin under the 1993 Plan.
Includes 10,000 Class A Shares held by a charitable foundation of which Mr. Gavin is President,
but with respect to which Class A Shares Mr. Gavin disclaims beneficial ownership. Does not
include 6,500 Class A Shares underlying stock options granted under the 1993 Plan which are not
currently exercisable.
<F11> Sole voting and investment power over 9,000 Class A Shares which includes 2,000 Class A
Shares issuable upon exercise of stock options granted to Mr. McCarthy under the 1993 Plan. Does
not include 6,500 Class A Shares underlying stock options granted under the 1993 Plan which are
not currently exercisable. Mr. McCarthy disclaims beneficial ownership of 51,500 Class A Shares
owned by companies with which he is affiliated.
<F12> Messrs. Hunter and Marischen have voting and investment control over all of the Class B
Shares owned by Acquisitions and Farms.
<F13> Includes 181,000 Class A Shares issuable upon exercise of options granted to directors
and executive officers under the 1993 Plan.
</TABLE>
The following table sets forth information as of March 22, 1999 regarding all
persons known to be the beneficial owners of more than five percent of the
Company's Class A Shares who are not connected with the Company otherwise than
through ownership of the Class A Shares.
<TABLE>
<CAPTION>
Percent of
Number of Class A Shares
Name and Address Class A Shares Outstanding
- ---------------- -------------- ------------
<S> <C> <C>
Crabbe Huson Group, Inc.
121 SW Morrison, Suite 1400
Portland, Oregon 97204 2,166,900 <F1> 40.95%
The Crabbe Huson Special Fund, Inc.
121 SW Morrison, Suite 1400
Portland, Oregon 97204 291,300 <F2> 5.50%
Dimensional Fund Advisors Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401 362,000 <F3> 6.85%
<FN>
<F1> The information in this footnote is provided pursuant to Amendment No. 1 to Schedule 13G
dated January 8, 1999 and filed with the SEC by Crabbe Huson Group, Inc., which reports that it
is an investment adviser registered under the Investment Advisers Act of 1940, as amended.
Crabbe Huson Group, Inc. reports shared voting and investment power over the Class A Shares
deemed beneficially owned by it.
<F2> The information in this footnote is provided pursuant to Schedule 13G dated January 9,
1998 and filed with the SEC by The Crabbe Huson Special Fund, Inc., which reports that it is an
investment company registered under the Investment Company Act of 1940, as amended. The Crabbe
Huson Special Fund, Inc. reports shared voting and investment power over the Class A Shares
deemed beneficially owned by it.
<F3> The information in this footnote is provided pursuant to Schedule 13G dated February 11,
1999 and filed with the SEC by Dimensional Fund Advisors Inc. ("Dimensional"), which reports that
it is an investment adviser registered under the Investment Advisers Act of 1940, as amended.
Dimensional reports that it furnishes investment advice to four investment companies registered
under the Investment Company Act of 1940, as amended, and serves as investment manager to certain
other investment vehicles, including commingled group trusts. In its role as investment adviser
and investment manager, Dimensional possesses both voting and investment power over the Class A
Shares owned by the four investment companies and the other investment vehicles. Dimensional
disclaims beneficial ownership of such Class A Shares.
</TABLE>
PROPOSAL 1: ELECTION OF DIRECTORS
----------------------------------
Nominees for Directors
The Company's Restated Articles of Incorporation and the Bylaws as amended
provide for a classified Board of Directors, with the Board divided into three
classes whose terms expire at different times. The Company presently has five
directors. Two members are to be elected to the Board of Directors at the
Annual Meeting, each to serve for a term of three years. Both of the nominees
comprising the Board of Directors' slate of nominees at the Annual Meeting,
Messrs. B.D. Hunter and Robert J. Marischen, are currently directors of the
Company.
The persons named in the enclosed form of proxy intend to vote such proxy for
the election of Messrs. Hunter and Marischen as directors of the Company,
unless the shareholder indicates on the form of proxy that the vote should be
withheld or contrary directions are indicated. If the proxy card is signed
and returned without any direction given, shares will be voted for the
election of Messrs. Hunter and Marischen. The Board of Directors has no
reason to doubt the availability of either of the nominees and both have
indicated their willingness to serve if so elected. If either or both the
nominees shall decline or are unable to serve, it is intended that, in the
discretion of the Board of Directors, either the size of the Board will be
reduced or the proxies will vote for a substitute nominee or nominees
designated by the Board of Directors.
<TABLE>
<CAPTION>
Information as of March 22, 1999 Regarding the Board's Nominees for Election as Directors
at the 1999 Annual Meeting for Terms to Expire at the Annual Meeting in 2002
----------------------------------------------------------------------------
Present Term
Name Age Expires Business Experience
- ---- --- ------- -------------------
<S> <C> <C> <C>
B.D. Hunter <F1> 69 1999 Chairman of the Board and Chief Executive
Officer of the Company since May 1993.
Chairman of the Board of Huntco Enterprises
and of Acquisitions and Farms since 1986.
Director of Service Corporation
International, Cash America International,
Inc., Celebrity, Inc., and Mercantile Bank
National Association. Director of Mark
Twain Bancshares, Inc., until April 25,
1997.
Robert J. Marischen <F1> 46 1999 President of the Company since January 4,
1999; continues to serve as the Vice
Chairman of the Board and Chief Financial
Officer of the Company, positions he has
held since May 1993. President, Chief
Executive Officer and Director of Huntco
Enterprises, Acquisitions and Farms since
1986. Member of the Board of Governors of
Cardinal Glennon Children's Hospital.
<PAGE>
<CAPTION>
Information as of March 22, 1999 Regarding the Directors Who are Not Nominees
for Election and Whose Terms Continue Beyond 1999
-------------------------------------------------
Present Term
Name Age Expires Business Experience
- ---- --- ------- -------------------
<S> <C> <C> <C>
Donald E. Brandt<F2><F3> 44 2000 Director of the Company since May 1993.
Senior Vice President-Finance of Ameren
Corporation, a public utility holding
company, since January 1998. Senior Vice
President-Finance and Corporate Services of
Union Electric Company from July 1993 to
January 1998; Senior Vice President-Finance
and Accounting of Union Electric Company for
the five year period prior thereto. Chairman
of the Board of St. Louis Equity Fund, Inc.;
Trustee of Maryville University; Director of
The Arch Fund, Inc., and President of the
Board of Governors of Cardinal Glennon
Children's Hospital.
James J. Gavin, Jr. 76 2001 Director of the Company since May 1993.
<F1><F2><F3> Retired; Vice Chairman and Director of Borg
Warner Corporation ("Borg-Warner"), a
publicly-held, diversified manufacturing
company, from 1985 until his retirement in
1987; Senior Vice President of Finance of
Borg-Warner prior to 1985. Retired as
Director of Service Corporation
International in May 1998.
Michael M. McCarthy 60 2000 Director of the Company since May 1993.
<F2><F3> Chairman of the Board and Chief Executive
Officer of McCarthy Building Companies, a
large, privately-owned commercial
construction company, since 1977; Chairman
and Chief Executive Officer of McCarthy
Brothers Company since 1976. Director of
Mark Twain Bancshares, Inc. until April 25,
1997. Director of Mercantile Bank National
Association.
<FN>
<F1> Member of Executive Committee
<F2> Member of Compensation Committee
<F3> Member of Audit Committee
</TABLE>
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The business of the Company is under the general management of the Board of
Directors (the "Board") as provided by the laws of Missouri, the state of the
Company's incorporation. The Board of Directors held three meetings during
the fiscal year ended December 31, 1998 ("Fiscal 1998"). It is anticipated
that in future years the Board will meet at least quarterly.
Standing committees of the Board of Directors are the Executive Committee, the
Audit Committee, and the Compensation Committee. Between Board meetings,
Board responsibilities are delegated to the Executive Committee, comprised of
three Board members. The Executive Committee did not hold any formal meetings
during Fiscal 1998, but acted by unanimous written consent on six occasions
during that period.
The Audit Committee is comprised entirely of all of the Company's non-employee
directors. The function of the Audit Committee is to: (i) assist in the
selection of independent auditors; (ii) direct and supervise investigations
into matters relating to audit functions; (iii) review with independent
auditors the plans and results of the audit engagement; (iv) review the degree
of independence of the auditors; (v) consider the range of audit and non-audit
fees; and (vi) review the adequacy of the Company's system of internal
accounting controls. During Fiscal 1998, the Audit Committee held two
meetings.
The Compensation Committee, comprised entirely of the Company's three non-
employee directors, is responsible for reviewing and approving salaries,
annual incentive compensation for the executive officers and certain other
officers and employees of the Company and for administering and making awards
under the 1993 Plan. During Fiscal 1998, the Compensation Committee met one
time.
The entire Board serves in the capacity of a nominating committee. The Board
will accept recommendations for nominations as directors from shareholders.
Shareholders wishing to propose such nominees for consideration should write
to Mr. B.D. Hunter, the Company's Chairman of the Board and Chief Executive
Officer, at the principal executive office of the Company.
During Fiscal 1998, all of the directors of the Company attended 100% of the
aggregate of the meetings of the Board and the committees of the Board on
which each served.
DIRECTORS' FEES
Neither Mr. Hunter nor Mr. Marischen who are employees and directors of the
Company, nor Mr. Heinz who was an employee of the Company during Fiscal 1998
and was a director of the Company until March 8, 1999, received or receive
retainers or fees for attendance at Board or Board committee meetings.
Messrs. Brandt, Gavin and McCarthy received during Fiscal 1998 and will
continue to receive, $1,000 each for attendance at every Board meeting they
attend and $500 each for attendance at every meeting of those committees of
the Board on which they serve. In addition, Mr. Gavin is paid $2,500
quarterly for serving on the Executive Committee.
RECOMMENDATION OF THE BOARD OF DIRECTORS
Acquisitions and Farms have expressed their intent to vote for Proposal 1, the
election of the Board of Directors' slate of nominees. The Board recommends
that the holders of the Class A Shares also vote "FOR" the Board's slate of
nominees.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
--------------------------------------------------------------
The Company's executive compensation program is administered by the
Compensation Committee (the "Committee") of the Board of Directors. The
Committee is comprised entirely of non-employee directors and chaired by Mr.
Michael M. McCarthy. The other members of the Committee are Messrs. Donald E.
Brandt and James J. Gavin, Jr. The Committee has the ultimate responsibility
for aligning the Company's compensation programs with its business strategy
and for assuring shareholders that pay delivery programs are effective,
responsible and competitive when compared to similarly situated organizations.
This report documents the basis upon which compensation decisions were made
for remuneration paid during Fiscal 1998 to Mr. B.D. Hunter, the Company's
Chief Executive Officer, and to its only other executive officers, Messrs.
Marischen and Heinz. Messrs. Marischen and Heinz were covered by employment
contracts. The contracts provide that they are renewable annually and that
the base salaries and bonuses to which each are entitled are to be determined
by the Board of Directors or any authorized committee of the Board. In that
regard, then, the Committee is responsible for reviewing and approving
salaries and annual incentive compensation of the Company's executive
officers. Except as set forth below, the compensation rationale discussion
that follows applies to each of them equally.
COMPENSATION PHILOSOPHY AND OBJECTIVES OF EXECUTIVE COMPENSATION PROGRAMS
It is the philosophy of the Company and the Committee that all compensation
programs provide a direct link between the performance of the Company and the
compensation of its executive officers. Consistent with this philosophy, all
of the executive officer compensation and benefit plans have been designed to
motivate, reward and retain the broad-based management talent required to
achieve corporate objectives and increase shareholder value. Toward this end,
the Company has designed and implemented a compensation program for its
executive officers which, in addition to base salary, focuses strongly on
annual incentive compensation with bonus awards tied closely to the attainment
of specified financial targets. The Committee also utilizes stock options as
an integral component of its executive compensation program because it
believes that this form of compensation provides the clearest link to enhanced
shareholder value.
The Company's executive compensation program is designed to provide the
Committee with the flexibility to emphasize one component of the total
compensation package over another as circumstances demand. Further, the
Committee has the flexibility to revise the annual bonus component during any
fiscal year to ensure that the incentive aspect of the Company's compensation
system is preserved.
BASE SALARIES
The Committee does not attempt to adhere to predefined quantitative or
qualitative measures in establishing base salaries, nor are certain criteria
deemed more important or given more weight than others. In setting base
salaries for Fiscal 1998, the Committee subjectively evaluated the Company's
financial and operating results during the then current eight month transition
year (i.e., May 1, 1997 through December 31, 1997) (the "Transition Year").
This short year was due to the Board's decision to change the Company's fiscal
year end from April 30 to December 31. The Committee considered certain other
subjective criteria as well, all as described below.
In its deliberations, the Committee noted that the last increase in base
salary granted to these executive officers was first effective over eighteen
months ago or May 1, 1996. This meant that no increase in base salary had
been approved for the Transition Year. Although the Committee acknowledged
that the Company's financial results had not improved nor had the price of the
publicly held Class A Common Stock recovered as the Company had expected, it
recognized that many of the circumstances which contributed to the
disappointing results were largely beyond the control of the executive
officers. These circumstances included but were not limited to price
competition as the Company continued its efforts to expand its sales of cold
rolled steel products and lower margins on hot rolled steel products
reflecting declining steel prices charged by producers of hot rolled steel
coils.
The Committee also noted that although net income for the Transition Period
was down, sales had increased during the Transition Period due to the
increased levels of tons of steel processed. This increase was directly
attributable to the growth of the Company's various steel processing
facilities, in terms of size as well as number, in connection with its planned
business expansions and the acquisition of the assets of Coil-Tec in
Blytheville, Arkansas. Recognizing that the increased sales did not
correspond to increased profits due to operating inefficiencies, slower than
expected ramp-up of sales at the Company's expanded cold rolling facility and
its metal stamping facility, and other facility start-up costs, the Committee
nevertheless concluded that the Company's increased capacity positioned it to
take advantage of future opportunities. The expansion and the acquisition were
the direct results of the efforts of each of the executive officers. The
Committee recognized that it did not want to take any action (or fail to take
any action) that would effectively penalize these individuals for carrying out
the Board's growth and expansion strategy which it had been developing over
the four years since the Company's initial public offering.
Finally, the Committee noted that the Company had been compelled to grant
increases during the past eighteen months to its other officers and key
employees to retain their services during this period of growth and expansion.
Those increases created upward pressure on the salaries paid to the Company's
executive officers that could only be alleviated through the granting of
increases in base salaries. The Committee recognized that the elimination of
the salary compression was necessary to ensure that the Company continued to
retain the services of experienced and seasoned executives who the Committee
believed were vital to the Company's future.
ANNUAL INCENTIVE COMPENSATION
A significant portion of the executive officers' total compensation is at risk
through annual incentive opportunities that have historically been linked to
key financial objectives of the Company. The Committee believes that for
incentive compensation to fulfill its purpose, which is increasing shareholder
value, the targets must closely align the interests of the executives with
those of the shareholders. Stated differently, the goal of this policy is to
focus attention on the attainment of financial objectives that the Committee
believes are significant determinants of the Company's share price over time.
For both the fiscal year preceding the Transition Year and for the Transition
Year itself, the Committee established an incentive compensation program under
which the amount of the bonuses to be paid to each of the Company's executive
officers would be based on quarterly earnings per share and earnings per share
for the entire year. The Committee concluded that it was in the best
interests of the shareholders that this objective standard of measurement
continue to be used as the basis for the annual incentive compensation during
Fiscal 1998, but with a reevaluation of quarterly and annual earnings per
share targets.
The Committee reviewed the earnings per share targets which had been set for
the fiscal year which would have ended April 30, 1998 had the Board not
decided in October 1997 to change the Company's fiscal year to December 31.
Although the Committee believed that the earnings per share targets needed to
be aggressive in order to be of value, given the competitive nature of the
intermediate steel processing industry and other factors affecting the
business previously identified herein, coupled with the Committee's desire to
make the annual incentive plan a challenging, yet realistic incentive for the
executive officers, it decided that lowering the earnings per share targets
was appropriate for Fiscal 1998.
During Fiscal 1998, steel imports in the United States surged in the wake of
the Asian economic crisis, exacerbating a market glut of hot and cold rolled
steel being experienced by intermediate steel processors. In January 1999, the
U.S. Commerce Department found evidence that Japan, Russia and Brazil had
illegally dumped hot rolled carbon steel into the U.S. market at prices
dramatically below production costs. This glut forced the Company's selling
price down, which adversely impacted its earnings and accordingly, its
earnings per share. The Committee recognized that the Company's failure to
reach the earnings per share targets that would have resulted in the executive
officers earning their bonuses was due in large part to the oversupply of raw
materials in the Company's market areas and was therefore beyond their
control. Nevertheless, the Committee did not readjust the earnings per share
targets to make it possible for the executive officers to earn their bonuses,
finding that to do so would undermine the stated goal of aligning the economic
interests of the executives with those of the Company's shareholders.
LONG TERM INCENTIVE COMPENSATION
The Huntco Inc. 1993 Incentive Stock Plan as Amended and Restated (the "1993
Plan"), provides for the awards of non-qualified stock options to purchase
Class A Shares, incentive stock options to purchase Class A Shares, restricted
Class A Shares and stock appreciation rights. The Committee administers the
1993 Plan. All grants of benefits under the 1993 Plan are at the complete
discretion of the Committee, which may award them based on whatever subjective
or objective criteria it deems appropriate. The Committee elected not to
award any options during Fiscal 1998.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
To a large extent, the rationale utilized by the Committee in its
determination of the base salaries to be paid for Fiscal 1998 to the Company's
executive officers other than Mr. Hunter, is the same as that which the
Committee applied in reaching the determination as to Mr. Hunter's base salary
for Fiscal 1998. In addition, the Committee considered other factors as well,
including its subjective analysis of (i) the importance of Mr. Hunter's role
as Chairman of the Board and Chief Executive Officer and the realization that
his compensation should be reflective of his position as the Company's driving
force, (ii) his years of experience, leadership and general executive and
managerial abilities, (iii) his vision with respect to the continued growth
and expansion of the Company, and (iv) his commitment to increasing
shareholder value. None of the factors used to evaluate Mr. Hunter or to
determine his base salary was given any more weight than any other factor.
The earnings per share targets that the Committee decided the Company needed
to achieve for Mr. Hunter to receive a bonus were the same as those applicable
to the Company's other executive officers. As with the other executive
officers, the Committee also decided not to grant Mr. Hunter any options
during Fiscal 1998.
LIMITATIONS OF TAX DEDUCTIONS FOR EXECUTIVE COMPENSATION
The Internal Revenue Code, and the regulations promulgated thereunder, limit
the tax deduction the Company may recognize for compensation paid to its
executive officers whose compensation is listed in this Proxy Statement, to
$1.0 million per person, per year. This deduction limit does not apply to
compensation that complies with applicable provisions of such regulations.
Because the Committee did not expect the compensation to be paid to such
persons to exceed $1.0 million per person in 1998, the Committee did not take
any action prior to or during 1998 which would have been required to comply
with the aforementioned statute so that the deduction limit would not apply.
The Committee will continue to evaluate the other components of the Company's
executive compensation program and will take the necessary actions with
respect to such regulations if it is deemed appropriate to do so with respect
to compensation to be paid to executive officers in future years.
Mr. Donald E. Brandt Mr. James J. Gavin, Jr. Mr. Michael M. McCarthy
Being all the Members of the Compensation Committee
EXECUTIVE COMPENSATION
----------------------
The following tables provide information regarding compensation paid to, and
information about the amount and value of employee stock options held by
Messrs. B. D. Hunter, Robert J. Marischen and Terry J. Heinz, the only three
executive officers of the Company during Fiscal 1998 (the "Named Executive
Officers" or "NEOs").
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term
Compensation Awards
Annual Compensation ---------------------
Name and --------------------- Securities Underlying All Other
Principal Position Year<F1> Salary($)<F2> Bonus($) Options/SARs(#)<F3> Compensation($)<F4>
- ------------------ -------- ------------- -------- ------------------- -------------------
<S> <C> <C> <C> <C> <C>
B.D. Hunter, 1998 $306,075 -- -- $3,200
Chairman and Chief 1997 $291,500 -- 60,000<F5> $3,200
Executive Officer FY97 $291,500 $58,300 10,000<F6> --
Robert J. Marischen, 1998 $278,250 -- -- $3,200
Vice Chairman and 1997 $265,000 -- 60,000<F5> $3,200
Chief Financial Officer FY97 $265,000 $53,000 10,000<F6> $3,000
Terry J. Heinz, 1998 $273,000 -- -- $3,200
President and Chief 1997 $260,000 -- 60,000<F5> $3,200
Operating Officer FY97 $260,000 $52,000 10,000<F6> $3,000
<FN>
<F1> On October 23, 1997 the Company elected to convert to a December 31 fiscal year end from
an April 30 fiscal year end. The compensation reported for the NEO in the top two rows represent
remuneration paid during the twelve month periods ending December 31, 1998 and 1997. The
compensation reported for the NEO in the bottom row entitled "FY97" represents remuneration paid
to the NEO during the twelve month period ending April 30, 1997.
<F2> Amounts shown include cash compensation earned and received as well as compensation
earned but deferred at the election of the executive officer.
<F3> This column represents grants made under the 1993 Plan.
<F4> Includes matching contributions by the Company during calendar year 1998 to the accounts
of the following individuals under the Retirement Savings Plan, which is a defined contribution
plan, as follows: Mr. Hunter: $3,200; Mr. Marischen: $3,200; and Mr. Heinz: $3,200.
<F5> These options awarded on December 4, 1997 represent non-qualified stock options
exercisable at $13.50 per share, which were granted to replace a like number of non-qualified
stock options originally granted to the NEO exercisable at $21.50 per share, which were canceled
at the option of the NEO.
<F6> These options awarded on April 4, 1997 represent non-qualified stock options exercisable
at $12.50 per share, the closing market price of the Company's Class A shares on the New York
Stock Exchange on the date of grant.
</TABLE>
<PAGE>
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<CAPTION>
Number of Securities Underlying Value of Unexercised In-the-Money
Unexercised Options/SARs at FY-End (#) Options/SARs at FY-End ($)
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------------------- -------------------------
<S> <C> <C>
B.D. Hunter 5,000/65,000 - / -
Robert J. Marischen 155,000/65,000 - / -
Terry J. Heinz 155,000/65,000 - / -
</TABLE>
EMPLOYMENT AGREEMENTS; SEPARATION ARRANGEMENTS
Overview:
Each of Messrs. Marischen and Heinz were parties to separate employment
agreements with the Company (each an "Employment Agreement" and together, the
"Employment Agreements") during the year ended December 31, 1998 ("Fiscal
1998"). Except for the base salaries paid to each thereunder (Mr. Marischen
being contractually entitled to receive a base salary of not less than
$278,250 and Mr. Heinz being contractually entitled to receive $273,000 during
Fiscal 1998), the Employment Agreements were identical.
Mr. Heinz resigned from his employment with the Company January 4, 1999 and
his Employment Agreement was terminated thereafter. Although Mr. Heinz was
contractually entitled to the severance package described in the second
paragraph of this subsection of the Proxy Statement which describes Mr.
Marischen's employment arrangements and the Company exercised its option
described in the third paragraph of this subsection, Mr. Heinz ultimately
chose another severance alternative offered by the Company. Accordingly, due
to Mr. Heinz's resignation, the description of the Employment Agreement set
forth below is relevant only with respect to Mr. Marischen.
Mr. Robert J. Marischen:
Mr. Marischen's Employment Agreement provides for automatic one-year renewals
effective each May 18 (the "Renewal Term"), unless notice is given by either
Mr. Marischen or the Company that the Employment Agreement is not to be
renewed or unless the Employment Agreement has been terminated by either Mr.
Marischen or the Company during a Renewal Term or upon the occurrence of
certain events specified in the Employment Agreement. The Employment
Agreement provides that the Company's Board or any authorized committee
thereof is to review Mr. Marischen's salary with a view to its adequacy and to
determine any incentive or performance bonus to which he may be entitled. The
Employment Agreement also provides that Mr. Marischen is entitled to
participate in all insurance, incentive compensation, retirement plans,
medical reimbursement programs and such other benefit plans or programs as may
be from time-to-time approved by the Company. Mr. Marischen is contractually
entitled to receive $300,000 during the fiscal year ended December 31, 1999
("Fiscal 1999"). The Board established an incentive bonus plan for Mr.
Marischen for Fiscal 1999 based on certain return on capital and growth
objectives. Finally, although also not specifically set forth in his
Employment Agreement, the Company has agreed to reimburse Mr. Marischen for
federal and state income taxes payable by him on the first $400,000 of taxable
income recognized upon the exercise of options granted to him pursuant to the
1993 Plan. Mr. Marischen has not exercised any of such options; therefore, no
tax reimbursement has yet been made to him by the Company.
Mr. Marischen is entitled to severance payments under the Employment Agreement
upon termination of his employment. If the Company notifies him that his
Employment Agreement will not be renewed at the expiration of any then current
Renewal Term, he would be entitled to annual compensation payments for one
year from the date of termination and any bonuses earned but not yet paid. If
Mr. Marischen is terminated due to incapacity, in addition to those benefits
provided by retirement and benefit programs specifically adopted and approved
by the Company for him that are earned and vested at the date of termination,
he shall be entitled to receive his base salary for twelve months following
such termination. If the Company terminates Mr. Marischen without "cause" (as
that term is defined in the Employment Agreement) prior to the expiration of
any then current Renewal Term, then in addition to those benefits provided by
retirement and benefit plans and programs specifically adopted and approved by
the Company for employees that are earned and vested at the date of
termination, Mr. Marischen would be entitled to his annual compensation
payments for one year from the date of termination, any bonuses earned but not
yet paid and a pro rata bonus for the fiscal year in which terminated, unless
termination occurs with more than 180 days remaining in that fiscal year. Mr.
Marischen's employment agreements also provide for a severance payment of any
earned and vested bonuses plus one year's base salary, payable in a lump sum,
in the event that he were to voluntarily terminate his employment within
twelve months following a "change of control" as defined in his Employment
Agreement.
Mr. Marischen's Employment Agreement contains a non-competition and non-
solicitation provision (the "Non-Competition Obligations") which are effective
for two years (the "Non-Competition Period") following Mr. Marischen's
termination for any reason. If the Company terminates him for "cause," or if
he terminates employment for any reason except a "change of control," the
Company has no obligation to make the "Non-Competition Payments" described in
the next sentence. However, if the employment relationship is terminated by
Mr. Marischen in the event of a "change of control," or by the Company (i)
with notice at the expiration of a Renewal Term, (ii) due to Mr. Marischen's
incapacity or (iii) without "cause," the Company is obligated to pay him his
base salary during the two year Non-Competition Period (the "Non-Competition
Payments"), but he would not be entitled to receive bonuses or any other
employee benefits. Moreover, the Non-Competition Payments would be reduced to
the extent already paid pursuant to the severance arrangements described in
the immediately preceding paragraph. At the Company's option, however,
exercisable within one month following Mr. Marischen's termination of
employment for a reason that would otherwise trigger the Non-Competition
Payments, the Company may cancel the Non-Competition Obligations as well as
the corresponding Non-Competition Payments. The severance payments described
in the immediately preceding paragraph would, however, continue for the
periods indicated in that paragraph.
Mr. Terry J. Heinz:
In connection with Mr. Heinz's resignation and the termination of his
Employment Agreement, the Company and Mr. Heinz executed a Separation
Agreement and Release effective March 8, 1999 (the "Separation Agreement")
pursuant to which the Company agreed (i) to pay Mr. Heinz $100,000 per year
for the five year period commencing February 1, 1999 and terminating January
31, 2004 (the "Payment Period"), (ii) to provide him with the group health,
medical, hospitalization and dental benefits generally available to the full-
time employees of the Company, (iii) pay Mr. Heinz $6,845.70 which represents
the total of the remaining lease payments on the automobile in Mr. Heinz's
possession at the date of his resignation, and (iv) to pay Mr. Heinz a
consulting fee of $1,000 per day plus certain expenses in connection with
consulting duties which the Company may, but is not obligated to, request him
to perform during the Payment Period. Under the aforementioned Separation
Agreement, Mr. Heinz (i) forfeited all of the non-qualified stock options
previously granted to him, (ii) gave up his right to any and all other
compensation, payments or benefits to which he may otherwise have been
entitled except for those set forth in the Separation Agreement, (iii) agreed
to be bound by the Non-Compete Obligations through January 31, 2000, (iv)
resigned from his positions as a director and officer of the Company and of
Huntco Steel, and (v) granted the Company and all of its subsidiaries a full
release of any and all claims he may or might have had against it.
Mr. B. D. Hunter:
Although Mr. Hunter is not a party to a written employment contract, the
Compensation Committee approved an annual base salary of $315,000 for Mr.
Hunter for Fiscal 1999. In addition, he will be entitled to earn an incentive
bonus based upon the same incentive plan as applies to Mr. Marischen.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are Messrs. Brandt, Gavin and
McCarthy, each of whom is a non-employee director. Messrs. Hunter and
Marischen were present at the meeting of the Committee at which the
remuneration for each of the Company's executive officers for Fiscal 1998 was
determined.
STOCK PRICE PERFORMANCE GRAPH
The graph below compares cumulative total shareholder return on Class A Shares
to the cumulative total return of the S&P Industrials index and to a peer
group index. The comparison of total return assumes that a fixed investment
of $100 was invested on June 29, 1993 in the Company's Class A Shares and in
each of the foregoing indices, and further assumes the reinvestment of
dividends. The information on the graph covers the period from June 29, 1993
through the end of Fiscal 1997, which concluded on April 30, 1997, plus the
eight month period from May 1, 1997 through December 31, 1997 and the twelve
month period from January 1, 1998 through December 31, 1998. Since there is
no nationally recognized industry index consisting of intermediate steel
processors to be used as a peer group index, the Company constructed its own
peer group. This peer group is comprised of two companies that represent the
only other public companies in the intermediate steel processing industry with
a stock performance history dating back to June 29, 1993, namely Steel
Technologies, Inc. and Worthington Industries, Inc. Although certain other
companies in the industry have completed initial public offerings since June
29, 1993, these companies cannot yet be used for comparative stock performance
purposes. The returns of each member of the peer group are weighted according
to each member's stock market capitalization as of the beginning of the period
measured. The stock price performance shown on the graph below is not
necessarily indicative of future price performance.
[GRAPH]
<TABLE>
<CAPTION>
April 30, December 31,
June 29, ---------------------------------------- ----------------
1993 1994 1995 1996 1997 1997 1998
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Huntco Inc. 100.00 112.12 103.12 105.26 78.85 102.26 26.41
S&P Industrials 100.00 101.92 118.96 150.84 182.88 217.70 287.15
Peer Group 100.00 91.74 92.14 100.30 95.47 87.55 70.01
</TABLE>
CERTAIN TRANSACTIONS
--------------------
The Company is a party to two lease agreements with Farms. Under one
agreement, the Company leases space for its executive offices located in Town
& Country, Missouri, in an office building owned by Farms. During Fiscal 1998,
lease payments paid by the Company to Farms under this lease were $29,811.
The Company also leases a ranch facility in Colorado owned by Farms that the
Company uses primarily for the entertainment of customers. During Fiscal
1998, the Company paid Farms $60,000 in lease payments relating to its use of
the property in Colorado. It anticipates making similar payments under the
aforementioned leases during the current fiscal year.
INDEPENDENT ACCOUNTANTS
-----------------------
The Company is presently utilizing the services of PricewaterhouseCoopers LLP,
independent accountants, who have been the Company's and its predecessor's
independent accountants since 1986, and who will serve as the Company's
independent accountants for the fiscal year ending December 31, 1999.
Representatives of PricewaterhouseCoopers LLP will be present at the Annual
Meeting and will have an opportunity to make a statement if they desire to do
so and will be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
---------------------
Proposals of shareholders intended to be presented at the 2000 Annual Meeting
must be received by the Company at its principal executive offices by December
18, 1999, for inclusion in the Company's proxy materials relating to that
meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended. Upon receipt of any such proposal, the Company will determine
whether or not to include such proposal in the proxy materials in accordance
with regulations governing the solicitation of proxies.
Any shareholder proposal submitted with respect to the Company's 2000 Annual
Meeting that is submitted outside the requirements of Rule 14a-8 must be
submitted by March 2, 2000. This requirement is separate from and in addition
to the requirements with which a shareholder must comply to have a proposal
included in the Company's proxy materials with respect to the 2000 Annual
Meeting. The time limit set forth in this paragraph also applies in
determining whether notice is timely for purposes of rules adopted by the
Securities and Exchange Commission relating to the exercise of discretionary
voting authority.
In each case the appropriate notice must be given to the Secretary of the
Company, whose address is: 14323 South Outer Forty, Suite 600 N., Town &
Country, Missouri 63017.
OTHER MATTERS
-------------
As stated elsewhere herein, the Board of Directors knows of no other matters
to be presented for consideration at the meeting by the Board of Directors or
by shareholders who have requested inclusion of proposals in the Proxy
Statement. If any other matter shall properly come before the meeting, the
persons named in the accompanying form of proxy intend to vote on such matters
in accordance with their judgment.
The expense of preparing, printing and mailing proxy materials to the holders
of the Company's Class A Shares will be borne by the Company. In addition,
proxies may be solicited personally or by telephone or telefax, by officers or
employees of the Company, none of whom will receive additional compensation
therefor. The Company will also reimburse brokerage houses and other nominees
for their reasonable expenses in forwarding proxy materials to beneficial
owners of the Class A Shares.
April 16, 1999
<PAGE>
APPENDIX
Page 14 of the printed proxy statement contains a Stock Price Performance
Graph. The information contained in the graph is depicted in the table that
immediately follows the graph.
<PAGE>
HUNTCO INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
For Annual Meeting of Shareholders on May 6, 1999
The undersigned hereby appoints B. D. HUNTER and ROBERT J. MARISCHEN, and
each of them, with power of substitution, as proxies of the undersigned, to
attend the Annual Meeting of Shareholders of Huntco Inc. (the "Company"), to
be held at Forest Hills Country Club, located at 36 Forest Club Drive,
Chesterfield, Missouri 63005, on Thursday, May 6, 1999, at 10:00 a.m. local
time, and all adjournments thereof, and to vote, as indicated below, the
shares of Class A Common Stock of the Company which the undersigned is
entitled to vote with all the powers the undersigned would possess if present
at the meeting.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder(s). If no direction is made, this proxy
will be voted FOR the election of the nominees listed.
Please date and sign on the reverse side and mail promptly in the enclosed
envelope.
<PAGE>
1. Election of Directors: B. D. Hunter and Robert J. Marischen
[ ] FOR all nominees listed (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
- ------------------------------------------------------------------------------
2. In their discretion, the proxies are authorized to vote upon any other
business which may properly come before the meeting and all adjournments
thereof.
The undersigned hereby revokes all proxies heretofore given by the
undersigned for said meeting. This proxy may be revoked prior to its
exercise.
Dated: ______________________________, 1999
____________________________________
Signature
____________________________________
(Signature if held jointly)
Note: Please sign exactly as your
name or names appear hereon. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If
a corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
PLEASE MARK, SIGN AND PROMPTLY RETURN THIS PROXY CARD IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
